SEC Filing - Mobia Medical

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HARRINGTON WILLIAM T

(Last)

(First)

(Middle)

2802 FLINTROCK TRACE, SUITE 226

(Street)

AUSTIN

78738

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mobia Medical, Inc. [ MOBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2026		C		284,324	A	⁽¹⁾	284,324	I	See Footnote⁽²⁾
Common Stock	05/11/2026		C		264,746	A	⁽¹⁾	264,746	I	See Footnote⁽³⁾
Common Stock	05/11/2026		C		1,455,726	A	⁽⁴⁾	1,740,050	I	See Footnote⁽²⁾
Common Stock	05/11/2026		C		872,770	A	⁽⁴⁾	1,137,516	I	See Footnote⁽³⁾
Common Stock	05/11/2026		P		266,666	A	$15	2,006,716	I	See Footnote⁽²⁾
Common Stock	05/11/2026		P		266,667	A	$15	1,404,183	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Notes	⁽¹⁾	01/30/2026⁽⁵⁾		A		3,411,892.25		⁽¹⁾	⁽¹⁾	Common Stock	284,324	$3,411,892.25	3,411,892.25	I	See Footnote⁽²⁾
Convertible Notes	⁽³⁾	01/30/2026⁽⁵⁾		A		3,176,955.03		⁽¹⁾	⁽¹⁾	Common Stock	264,746	$3,176,955.03	3,176,955.03	I	See Footnote⁽³⁾
Stock Option	$15	05/07/2026		A		31,520		⁽⁶⁾	05/07/2036	Common Stock	31,520	$0	31,520	D
Convertible Notes	⁽¹⁾	05/11/2026		C			3,411,892.25	⁽¹⁾	⁽¹⁾	Common Stock	284,324	⁽¹⁾	0	I	See Footnote⁽²⁾
Convertible Notes	⁽¹⁾	05/11/2026		C			3,176,955.03	⁽¹⁾	⁽¹⁾	Common Stock	264,746	⁽¹⁾	0	I	See Footnote⁽³⁾
Series E-2 Preferred Stock	⁽⁴⁾	05/11/2026		C			3,930,352	⁽⁴⁾	⁽⁴⁾	Common Stock	1,128,438	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series F Preferred Stock	⁽⁴⁾	05/11/2026		C			1,139,946	⁽⁴⁾	⁽⁴⁾	Common Stock	327,288	⁽⁴⁾	0	I	See Footnote⁽²⁾
Series F Preferred Stock	⁽⁴⁾	05/11/2026		C			3,039,860	⁽⁴⁾	⁽⁴⁾	Common Stock	872,770	⁽⁴⁾	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. The Convertible Notes automatically converted into Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Offering"). The conversion price is the lower of (a) 80% of the Offering price per share and (b) the valuation of the Issuer immediately prior to the closing of the Offering divided by the number of fully diluted shares of capital stock (on an as-converted basis) outstanding immediately prior to Offering, excluding the Convertible Notes.

2. The securities are held by Osage University Partners III, LP ("OUP III"). Osage University GP III, LLC ("OUP III GP") is the general partner of OUP III. The Reporting Person is a manager of OUP III GP and may be deemed to share voting and dispositive power over the shares held by OUP III. Each of OUP III GP and the Reporting Person disclaims beneficial ownership over the securities held by OUP III, except to the extent of their pecuniary interests therein, if any.

3. The securities are held by Osage University Partners IV, LP ("OUP IV"). Osage University GP IV, LLC ("OUP IV GP") is the general partner of OUP IV. The Reporting Person is a manager of OUP IV GP and may be deemed to share voting and dispositive power over the shares held by OUP IV. Each of OUP IV GP and the Reporting Person disclaims beneficial ownership over the securities held by OUP IV, except to the extent of their pecuniary interests therein, if any.

4. Each share of the Series F Preferred Stock and Series E-2 Preferred Stock converted into Common Stock immediately prior to the completion of the Offering pursuant to its terms.

5. This transaction occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities Exchange Act of 1934, as amended, in connection with the Offering, and is reported herein pursuant to Rule 16a-2(a).

6. The stock option will vest in three substantially equal installments on the first three anniversaries of the grant date.

Remarks:

	/s/ Chase Leavitt, Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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